Purchase of the Purchased Assets and Purchased Entities Sample Clauses

Purchase of the Purchased Assets and Purchased Entities. The Americas IP (as defined in Schedule 3.3 of the Disclosure Letter) shall be purchased by Buyer or Other Buyers organized under the laws of the United States or Ireland. The Transferred Intellectual Property Rights and the Transferred Technology that is not Americas IP shall be purchased by Buyer or Other Buyers organized under the laws of Ireland. Veritas Technologies LLC will be purchased by Buyer or Other Buyers organized under the laws of the United States. As of the Closing, Seller shall have not made an election under Treasury Regulations Section 301.7701-3 for Veritas Technologies LLC to be classified as a corporation. In the event that (x) Buyer and each Other Buyer is not organized under the laws of the jurisdictions set forth on Schedule 6.8(i) of the Disclosure Letter or (y) with respect to the jurisdictions indicated on Schedule 6.8(i) of the Disclosure Letter, Buyer or such Other Buyer is not organized under the laws of the same jurisdiction as the Purchased Entity it purchases and, in either case such failure results in any incremental withholding Tax imposed on Seller or any of its Subsidiaries (except to the extent de minimis) that would not have occurred had the Buyer or Other Buyers used the jurisdictions set forth on Schedule 6.8(i) of the Disclosure Letter, then Buyer shall fully indemnify Seller therefor and acknowledge in writing such indemnity obligation.
Sample 1
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Related to Purchase of the Purchased Assets and Purchased Entities

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • Buyer Buyer represents and warrants to Seller as follows:

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser:

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